Inocsa, the Serra family's holding company, has launched a significant takeover bid for Grupo Catalana Occidente (GCO), aiming to acquire the remaining 37.97% of shares it does not already control. This move, announced on March 27, 2025, comes at a time when GCO's shares are at historic highs, closing at 42.25 euros on the day prior to the announcement.
The offer is set at 50 euros per share, which represents a premium of 18.3% over the last closing price. Inocsa currently holds 62.03% of GCO's shares, which will be immobilized during the acquisition process. The total value of the offer amounts to approximately 2.277 billion euros, targeting 45.55 million shares still in circulation.
Inocsa's strategic objective is to delist GCO from the stock market, a move that reflects broader trends in the financial landscape where companies are increasingly opting for private ownership due to rising costs and regulatory burdens. The board of directors of GCO has approved the establishment of a specific committee to oversee the bid, which will include independent directors Raquel Cortizo, Beatriz Molins, and Francisco Javier Pérez.
Shareholders of GCO have multiple options for accepting the offer. They can choose to accept the cash offer or opt for an exchange, receiving one class B share of newly issued Inocsa stock for every 43.8419 shares of GCO they hold. This exchange option is available for up to 8 million shares, representing about 6.66% of GCO's total share capital.
To proceed with the bid, Inocsa needs acceptance from at least 13.05% of GCO's share capital, in addition to the shares already owned by the Serra family, which would bring their total ownership above the 75% threshold required for a forced exclusion bid. The company has expressed confidence that it does not need to notify any Spanish or foreign authorities other than the National Securities Market Commission (CNMV) to carry out the offer.
This takeover bid is part of a growing trend in Spain, where companies are increasingly opting to go private. In 2024, the Spanish market saw a record number of takeover bids, many of which resulted in companies exiting the stock market. Analysts have noted that the current bid for GCO is lower than the consensus recommendation of 54.30 euros per share, which may raise concerns among minority shareholders.
GCO's financial performance has been robust, with a reported profit of 623.2 million euros for 2024, marking a 12.9% increase from the previous year. Its insurance subsidiary, Occident, generated revenues of 3.239 billion euros, achieving a combined ratio of 90.9%. The company also recently acquired a funeral service provider, Mémora, which contributed 262 million euros to its revenue, while its credit insurance arm, Atradius, reported 2.495 billion euros in sales.
As the oldest insurer listed in Spain, GCO's potential exit from the stock market would mark a significant moment in the financial history of the country. The company first went public in 1997, and since then, it has weathered various market changes. Its shares have seen a decline of 24% since reaching their peak in 2021, reflecting the challenges faced by listed companies in the current economic climate.
Inocsa's move to acquire GCO is not just a financial maneuver but also a reflection of the shifting dynamics within the Spanish stock market. Increasing operational costs, the need for greater transparency, and governance requirements are driving many companies to seek private funding alternatives instead of remaining publicly traded.
As the market evolves, the fate of Grupo Catalana Occidente will be closely watched by investors and analysts alike. If the takeover bid is successful, it could pave the way for more companies to consider similar paths, reshaping the landscape of the Spanish business environment.
In summary, Inocsa's bid for GCO is a strategic attempt to consolidate control over a historically significant company in Spain's insurance sector. The offer's premium and the potential for shareholder exchange options may attract interest, but the final outcome will depend on shareholder response and regulatory approval.
